Wyld Networks AB has secured 100 percent of the warrants of series TO6 corresponding to approximately SEK 6.9 million

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Wyld Networks AB (“Wyld Networks” or the “Company”) announced today that the Company has received subscription commitments and underwriting commitments totalling approximately SEK 6.9 million, corresponding to 100 percent of the issue proceeds that the Company could raise through the exercise of warrants of series TO6 (the "Warrants"). The subscription commitments amount to approximately SEK 0.8 million, corresponding to 12.2 percent of the Warrants, and have been provided by major warrant holders. The underwriting commitments amount to approximately SEK 6.1 million, corresponding to about 87.8 percent of the Warrants. The underwriting commitments have been entered into by warrant holders who have entered into subscription commitments. The exercise period runs up to and including March 18, 2025.

Major warrant holders have provided subscription commitments totalling approximately SEK 0.8 million, corresponding to approximately 12.2 percent of the issue proceeds the Company could raise through the exercise of the Warrants. In addition, warrant holders who have entered into subscription commitments have signed underwriting agreements totalling approximately SEK 6.1 million, corresponding to approximately 87.8 percent of the issue proceeds the Company could raise through the exercise of the Warrants. If existing warrant holders, including the parties that have entered into subscription commitments, exercise fewer than 246,688,820 Warrants, equivalent to 100 percent of all issued Warrants, for the subscription of 246,688,820 shares in Wyld Networks, the underwriting consortium will subscribe for shares in a directed share issue by the Company (the “Directed Issue”) corresponding to the number of shares that would otherwise have been issued if all Warrants had been exercised.

“We are very happy with being able to secure the warrant program without additional costs in cash, creating a situation where any warrant holders can be sure that Wyld will not be in a position of needing additional funds in the near future. Wyld is now able to plan 2025 optimally in relation to our financial position, and I look forward to our first year of actual revenue. With our already implemented cost cuttings Wyld Networks has never had a stronger position.”

-          Alastair Williamson, CEO of Wyld Networks

The Board of Directors of Wyld Networks intends to decide on the potential Directed Issue to the underwriting consortium, based on the authorisation granted at the Extraordinary General Meeting on October 2, 2024. In such a case, the subscription price in the Directed Issue will correspond to the exercise price for the Warrants, as per the underwriting agreement, i.e., SEK 0.028 per share. The Board of Directors will only decide on the Directed Issue if the Warrants are not exercised to 100 percent. In such a case, the shares in the Directed issue will be allocated pro rata among all underwriters in proportion to their respective underwritten amount. A decision on the Directed Issue, if applicable, will be announced through a separate press release.

The subscription commitments and underwriting undertakings have been agreed upon in writing and are not secured through primary transactions, bank guarantees, pledges, or similar. Compensation for the underwriting commitments has been set to twenty-five (25) percent of the underwritten amount in newly issued shares in the Company for the same subscription price as the Warrants and the Directed Issue. No compensation will be paid for the subscription commitments.

In the event that the Board of Directors resolves upon the Directed Issue, the background for the Directed Issue and the deviation from the shareholders' preferential rights is as follows:

• The Board of Directors has carefully considered other available financing alternatives, including the possibility of raising the necessary capital through a rights issue. The additional cost of a rights issue, such as advisory fees and underwriter compensation, would be disproportionately large given the limited size of the Directed Issue. Furthermore, a rights issue entails extensive work and costs for securing the rights issue, while there are no guarantees that the rights issue will be fully subscribed.
• The Board of Directors will only resolve upon the Directed Issue if not all Warrants are exercised. Whether the Directed Issue is carried out is therefore entirely dependent on whether the Warrant holders exercise the Warrants. It will be up to the holders to exercise the Warrants and thus limit, or entirely avoid, the Directed Issue.

The subscription price in the Directed Issue corresponds to the subscription price upon exercise of the Warrants. Furthermore, underwriters will receive a compensation of twenty-five (25) percent of the underwritten amount, which will be offset against newly issued shares in the Company at the same subscription price as the Warrants and the Directed Issue. The subscription price in the Directed Issue has been determined through arm's length negotiations with the underwriters, in consultation with financial advisors and through analysis of a number of market factors such as the Company's financing needs, opportunity cost for other financing and assessed market interest for an investment in the Company. It is the Board of Director's assessment, based on the above factors, that the subscription price reflects current market conditions and current demand. Against this background, the Board of Directors assesses that the subscription price is in line with market conditions.

If all Warrants are exercised, the Company will raise approximately SEK 6.9 million, before issue costs. In order to prevent the Warrants from expiring worthless, holders must actively exercise the Warrants to subscribe for shares by no later than March 18, 2025, or alternatively, sell the Warrants no later than March 13, 2025. Please note that some nominees may close their application earlier than March 18, 2025.

Summarized terms for the warrants of series TO6

Subscription period: March 4, 2025 – March 18, 2025.

Issue size: 246,688,820 Warrants, which entitles to subscription of 246,688,820 shares. If all Warrants are exercised, the Company will receive approximately SEK 6.9 million before issuing costs.

Exercise price: SEK 0.028 per share.

Last day for trading warrants of series TO6: March 13, 2025.

Share capital and dilution: If all Warrants are exercised the share capital will increase with SEK 1,224,140.525374, from SEK 2,861,875.854213 to SEK 4,086,016.379587. If all Warrants are exercised the number of shares in the Company will increase with 246,688,820 shares, from 576,725,272 shares to 823,414,092 shares. In the event that all Warrants are exercised, the dilution amounts to approximately 30.0 percent of the number of shares and votes in the Company.

Please note that Warrants that are not exercised by March 18, 2025, at the latest, or sold no later than March 13, 2025, will expire without value. For Warrants not to lose their value, the holder must actively subscribe for new shares or sell the Warrants.

How warrants are exercised

Nominee-registered warrants (Custody account)

Subscription and payment by exercise of Warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)

No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form. The Warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment will be available at Wyld Networks’ website, www.wyldnetworks.com.

Advisors

Mangold Fondkommission AB is financial advisor and Advokatfirman Schjødt is legal advisor to the Company regarding the Warrants.

For further information about Wyld Networks, please contact:

Alastair Williamson, CEO Wyld Networks
E-mail: [email protected]
Tel: +44 7 824 997 689

 

This information constitutes information that Wyld Networks is obligated to disclose under the EU Market Abuse Regulation. The information was provided, through the agency of the above-mentioned contact person, for public release on March 4, 2025, at 18:30 CET.

 

About Wyld Networks

Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people.

Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB.

The Wyld Networks share (WYLD) is traded on the Nasdaq First North Growth Market.

Certified Adviser to Wyld Networks is Mangold Fondkommission AB.

Read more on: www.wyldnetworks.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Wyld Networks in any jurisdiction, neither from Wyld Networks nor anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into The United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea, Belarus, Russia or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

 

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. A prospectus was produced by the Company in connection with the rights issue in which warrants of series TO6 were issued. The prospectus is kept available at, inter alia, the Company's website.